false
0002011954
0002011954
2025-09-30
2025-09-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 30, 2025
Twin
Hospitality Group Inc.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-42395 |
|
99-1232362 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
5151
Belt Line Road, Suite 1200
Dallas,
TX |
|
75254 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
Telephone Number, Including Area Code: (972) 941-3150
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instructions A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Class
A Common Stock, par value $0.0001 per share |
|
TWNP |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry Into a Material Definitive Agreement.
On
September 30, 2025, Twin Hospitality Group Inc. (the “Company”) entered into a Common Stock Purchase Agreement (the
“Purchase Agreement”) and related Registration Rights Agreement (the “RRA”) with White Lion Capital,
LLC (“White Lion). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to require White
Lion to purchase, from time to time, up to $50.0 million in aggregate gross purchase price of newly issued Class A common stock of the
Company (the “Common Stock”), subject to certain limitations and conditions set forth in the Purchase Agreement.
The
Company is obligated under the Purchase Agreement and the RRA to file a registration statement with the Securities and Exchange Commission
(“SEC”) to register the Common Stock under the Securities Act of 1933, as amended (the “Securities Act”),
for the resale by White Lion of shares of Common Stock that the Company may issue to White Lion under the Purchase Agreement.
Subject
to the satisfaction of certain customary conditions including, without limitation, the effectiveness of a resale registration statement
(the “Registration Statement”) registering the resale of the shares issuable pursuant to the Purchase Agreement, the
Company’s right to sell shares to White Lion commenced upon the execution of the Purchase Agreement, and extends until 36
months from the execution of the Purchase Agreement, or until the Company has exercised in full its right to sell shares to White
Lion under the Purchase Agreement (the “Commitment Period”). During the Commitment Period, subject to the provisions
of the Purchase Agreement, the Company may notify (such notice, a “Purchase Notice”) White Lion when the Company exercises
its right to sell shares.
The
Purchase Notice may be a (i) Fixed Purchase Notice, (ii) Rapid Purchase Notice, or (iii) VWAP Purchase Notice, each as described below.
| ● | Under
a “Fixed Purchase Notice”, the purchase price to be paid by White Lion will equal
85% of the lowest daily volume-weighted average price (as defined in the Purchase Agreement,
“VWAP”) of the Common Stock during five consecutive business days prior
to, ending on and including the applicable notice date. The maximum number of shares under
each Fixed Purchase Notice will be the lesser of: (a) 30% of the “Median Daily Trading
Volume” (as defined in the Purchase Agreement), and (ii) $250,000 divided by the highest
closing price of the Common Stock over the most recent five business days. |
| ● | Under
a “VWAP Purchase Notice”, the purchase price to be paid by White Lion will equal
97.5% of the VWAP of the Common Stock during the “VWAP Purchase Valuation Period”
(as determined under the Purchase Agreement) less five cents ($0.05) per share. The maximum
number of shares under each VWAP Purchase Notice will be the lesser of: (a) 20% of the “Average
Daily Trading Volume” (as defined in the Purchase Agreement), and (ii) $200,000 divided
by the highest closing price of the Common Stock over the most recent five business days. |
| ● | Under
a “Rapid Purchase Notice”, the purchase price to be paid by White Lion will equal,
at the Company’s option: (i) the lowest traded price of the Common Stock during the
“Rapid Purchase Notice Date”, or (ii) 99% multiplied by the lowest traded price
two (2) hours following the confirmation by the Investor of the Rapid Purchase Notice. The
“Rapid Purchase Notice Date” will be the same business day that a Rapid Purchase
Notice is received and confirmed, if before 2:00 p.m. New York time, or else the next business
day, unless waived by White Lion. The maximum number of shares under each Rapid Purchase
Notice will be the lesser of: (a) 20% of the “Average Daily Trading Volume” (as
defined in the Purchase Agreement), and (ii) $200,000 divided by the highest closing price
of the Common Stock over the most recent five business days. |
The
Company may terminate the Purchase Agreement at any time, provided that the Company shall have delivered the Commitment Shares to White
Lion prior to such termination. In addition, the Purchase Agreement shall automatically terminate on the earlier of (i) the end of the
Commitment Period or (ii) the date that, pursuant to or within the meaning of any bankruptcy law, the Company commences a voluntary case
or any person commences a proceeding against the Company, a custodian is appointed for the Company or for all or substantially all of
its property or the Company makes a general assignment for the benefit of its creditors. No termination of the Purchase Agreement will
affect the registration rights provisions contained in the RRA.
In
consideration for the commitments of White Lion, as described above, the Company has agreed to issue to White Lion shares of Common Stock
in three tranches in the following amounts: (i) $125,000 divided by the closing price of the Common Stock on the day of effectiveness
of the Registration Statement; (ii) $125,000 divided by the closing price of the Common Stock on the 180th day following the effectiveness
of the Registration Statement; plus (iii) $125,000 divided by the closing price of the Common Stock on the day the Company receives $7,500,000
in aggregate total gross amount received from Purchase Notices, less clearing costs (collectively, the “Commitment Shares”).
Concurrently
with the execution of the Purchase Agreement, the Company entered into the RRA with White Lion under which the Company agreed to file,
within 30 days following the execution of the Purchase Agreement, a Registration Statement with the Securities and Exchange Commission
covering the resale of the Commitment Shares and the shares of Common Stock to be purchased by White Lion under the Purchase Agreement.
The Purchase Agreement and RRA contain customary representations, warranties, conditions and indemnification obligations of the parties.
The representations, warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific
dates, were solely for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting
parties.
The
foregoing descriptions of the Purchase Agreement and the RRA are qualified in their entirety by reference to the full text of such agreement,
copies of which are attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated by reference
herein.
The
offer and sale of the Common Stock pursuant to the Purchase Agreement have not been registered under the Securities Act or any state
securities laws. The Common Stock may not be offered or sold in the United States absent registration or an applicable exemption from
registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation
of an offer to buy the Common Stock described herein or therein.
In
the Purchase Agreement, White Lion represented to the Company that it is an “accredited investor”, as defined in Rule 501
promulgated under the Securities Act, and the Company’s offer and sale of the Common Stock under the Purchase Agreement are being
made (or, with respect to the Commitment Shares, have been made) in reliance upon the exemptions from the registration requirements of
the Securities Act pursuant to Section 4(a)(2) thereof and Rule 506(b) of Regulation D promulgated thereunder.
Item 3.02 Unregistered Sales of Equity Securities
The
information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit Number |
|
Description |
| 10.1 |
|
Common Stock Purchase Agreement, dated as of September 30, 2025, by and between the Company and White Lion Capital, LLC |
| 10.2 |
|
Registration Rights Agreement, dated as of September 30, 2025, by and between the Company and White Lion Capital, LLC |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Twin Hospitality
Group Inc. |
| |
|
| Date: |
October
3, 2025 |
/s/
Kenneth J. Kuick |
| |
Kenneth J. Kuick |
| |
Chief
Financial Officer |
